Since the money-making cases don't fit here -- clearly, Auerbach isn't doing this for money -- ICANN will have to try to argue that Auerbach's purposes are somehow inimical to the corporation, which will presumably involve trying to make him out to be so bent on destroying ICANN that he would act in violation of his fiduciary duties. In the ordinary course, while that might not be a winning argument, it might have had the sort of plausibility that makes for a triable case. But since what Auerbach has been saying isn't much worse than the self-criticism in the Lynn paper -- and the facts set out there suggest there's much for any self-respecting director to be concerned about....

Not to mention that any court hearing this is going to have to be acutely sensitive to the ways in which management in all other affected corporations theoretically could abuse any privilege to attach conditions to the directors' "absolute" right to inspect and copy documents. I have to feel kinda sorry for the poor lawyer who's going to have represent ICANN on this one. Especially if there's a doubt as to ICANN's ability to pay the bill....

2. It won't necessarily mean less for Lous' [sic] law firm, it could mean more for Louis Touton's former law firm Jones Day Reavis Pogue, which I assume is whom you meant. However, as JDRP is presumably mentioned in those financial records, ICANN should arguably use some other law firm for this matter. They should look at using some other law firm anyway, as they appear to be getting terrible legal advice.

3. I think it's still Michael. -g